Board of Directors

Mission

The Board of Directors constantly controls the management of the Company by the Executive Management. It appoints and, if necessary, dismisses the Chief Executive Officer ; it appoints the members of the specialized Committees, whose responsibilities it defines. It approves strategic orientations and authorizes the major operations that bind the Group’s future.

Functioning

In the context of compliance with best Corporate Governance practices, the Board has adopted an Internal Charter that contains all the principles for its members’ conduct and the functioning of the Board and its specialized Committees. The Charter, of which the first version was adopted in 2002, is regularly updated in order to incorporate: legal and regulatory developments that apply to the Company; recommendations on Corporate Governance by AMF as well as trade and associations bodies that represent French stock market-listed companies (AFEP, MEDEF, ANSA, etc.); and, finally, the amendments made by the Board following the annual assessments of its own functioning carried out to comply with best practices.

Each Director of the Company is given a copy of the "Directors' VadeMecum", a collection of the main texts and provisions governing their duties and obligations, such as the Company’s by-laws, the Internal Charter of the Board of Directors, the Procedure for the prevention of use or disclosure of insider information within the Group and other useful documents and forms enabling the Directors to comply with their obligations.

Self-assessment by the Board of Directors

In accordance with the Internal Charter, “every year the Board of Directors reviews and appraises its working methods and activity during the previous financial year. The findings of that examination are intended to appear in the Board’s report in the Group’s Registration Document. In addition, at intervals determined by its Chairman, the Board of Directors conducts a formal self-assessment using a questionnaire sent to the Directors beforehand”.

COMPOSITION AS OF MAY 3, 2017

Name

Position

Date of 1st appointment

Year of renewal of term of office

Independent member

Gilles MICHEL

Chairman and Chief Executive Officer

11/03/2010

2018

No

Paul DESMARAIS III

Vice-Chairman

04/29/2014

2020

No (1)

Aldo CARDOSO

Director

05/03/2005

2020

Yes

Odile DESFORGES

Director

05/04/2016

2019

Yes

Ian GALLIENNE

Director

04/29/2010

2019

No (1)

Marion GUILLOU

Director

09/01/2012

2020

Yes

Colin HALL

Director

12/15/2015

2020

Giovanna KAMPOURI MONNAS

Director

04/30/2015

2018

Yes

Ulysses KYRIACOPOULOS

Director

04/30/2015

2018

No

Xavier Le CLEF

Director

04/26/2012

2018

No (1)

Martina MERZ

Director

05/03/2017

2020

Yes

Laurent RAETS

Director

07/29/2015

2019

No (1)

Katherine TAAFFE RICHARD

Director

04/30/2015

2018

Yes

Arnaud VIAL

Director

05/04/2016

2019

No (1)

Marie-Françoise WALBAUM

Director

04/25/2013

2018

Yes

Eliane AUGELET-PETIT

Board member representing employees

10/06/2014

2017

Enrico d'ORTONA

Board member representing employees

10/06/2014

2017

(1) Director representing a majority shareholder in the company

The proportion of independent members in the composition of the Board of Directors (7 out of 15) is greater than the one -third recommended by the AFEP-MEDEF Corporate Governance Code for companies; the proportion of women on the Board (6 out of 15) has reached 40%.